EXHIBIT 10.63
SIXTH AMENDMENT
TO THE KEYCORP
EXECUTIVE
SUPPLEMENTAL PENSION PLAN
WHEREAS, KeyCorp has established the KeyCorp Executive Supplemental
Pension Plan (the "Plan"), and
WHEREAS, the Board of Directors of KeyCorp has authorized its Compensation
Committee to permit amendments to the Plan, and
WHEREAS, the Compensation Committee of the Board of Directors of KeyCorp
on September 16, 2004 determined it desirable to amend the Plan and accordingly
authorized the execution of this Sixth Amendment,
NOW, THEREFORE, pursuant to such action of the Compensation Committee, the
Plan is hereby amended as follows:
1. ARTICLE II, Section 2.1(c), shall be amended to include the term
"Equity/Compensation Award" as a new definition to the Plan, with all remaining
Sections under Article II thereafter sequentially re-numbered:
"2.1(c) "EQUITY/COMPENSATION AWARD" shall mean one-half (50%) of the
value of an award granted under the KeyCorp 2004 Equity Compensation
Plan for any Plan year. The term "Equity/Compensation Award" may
include "Stock Appreciation Rights", "Restricted Stock", "Restricted
Stock Units", "Performance Shares", and/or "Performance Units", but
shall specifically not include "Options" as those terms have been
defined in accordance with the provisions of the KeyCorp 2004 Equity
Compensation Plan."
2. Article II, Section 2.1(n) shall be amended to delete it in its
entirety and to substitute therefore the following:
"2.1(n) "INCENTIVE COMPENSATION AWARD" for any Plan year shall
collectively mean the short term incentive compensation award
(whether in cash or common shares of the Corporation, and whether
paid or deferred, or a combination of both) and the long term
incentive compensation award (whether in cash or common shares of
the Corporation, and whether paid or deferred, or a combination of
both) (if any) granted to a Participant under an Incentive
Compensation Plan, as follows:
- An incentive compensation award granted under the KeyCorp
Annual Incentive Plan, the KeyCorp Short Term Incentive
Compensation Plan, the KeyCorp Management Incentive
Compensation Plan, and/or such other Employer-sponsored line
of business Incentive Compensation Plan which shall constitute
an Incentive Compensation Award for the year in which the
award is earned (without regard to the actual time of
payment).
- An incentive compensation award granted under the KeyCorp Long
Term Incentive Compensation Plan ("LTIC Plan") with respect to
any multi-year performance period which shall be deemed to be
for the last year of the multi-year period without regard to
the actual time of payment of the award. Accordingly, an
incentive compensation award granted under the LTIC Plan with
respect to the three-year performance period of 1993, 1994,
and 1995 will be deemed to be for 1995 (without regard to the
actual time of payment), and the entire incentive compensation
award under the LTIC Plan for that performance period will be
an Incentive Compensation Award for the year 1995.
- An incentive compensation award granted under the KeyCorp Long
Term Incentive Plan ("Long Term Plan") with respect to any
multi-year period which shall be deemed to be for the last
year of the multi-year performance period and for the year
immediately following such year (without regard to the actual
time of payment). Accordingly, an award granted under the Long
Term Plan with respect to the four-year performance period of
1998, 1999,
2000, and 2001 shall be deemed to be for the years 2001 and
2002, with one-half the award allocated to the year 2001, and
one-half the award allocated to the year 2002.
- An incentive compensation award granted in the form of
restricted stock under the KeyCorp Amended and Restated 1991
Equity Compensation Plan with respect to any multi-year period
(but specifically excluding those awards applicable to the
2002-2003 multi-year period), which shall be deemed to be for
the year in which the award (grant) is made to the
Participant; provided, however, that only those shares of
restricted stock that have vested as of the Participant's
termination date shall be utilized for purposes of determining
the Participant's Incentive Compensation Award. The fair
market value of such shares as of the date of the restricted
stock grant multiplied by the number of vested shares as of
the Participant's termination date shall determine the value
of such Incentive Compensation Award for purposes of
calculating the Participant's Supplemental Pension Benefit
under the provisions of Article III of the Plan.
Notwithstanding the foregoing, however, in calculating the
Participant's Supplemental Pension Benefit under the
provisions of Article III of the Plan, if it is determined
that an incentive compensation award granted under the KeyCorp
Amended and Restated 1991 Equity Compensation Plan would
produce a larger Monthly Supplemental Pension Benefit for the
Participant if the award was included in the year in which the
award (or any part of the award) initially vested rather than
in the year in which the award was granted, then such
incentive compensation award shall be included in the year in
which the award (or any part of the award) initially vested
rather than for the year in which the award was granted.
If at the time of the Participant's termination date, the
Participant maintains shares of not forfeited restricted stock
and such restricted stock later vests in conjunction with the
passage of time or with the Corporation's attainment of
certain performance criteria, or otherwise, then as of such
subsequent vesting date the Participant's Monthly Supplemental
Pension Benefit shall be recalculated to include such newly
vested shares. Such newly vested shares shall relate to the
award in which such shares were granted under the KeyCorp
Amended and Restated 1991 Equity Compensation Plan, and shall
be included as a part of that award (based on either the date
granted or the date initially vested, whichever date was
actually used by the Plan in calculating the Participant's
initial Monthly Supplemental Pension Benefit).
For those Participants who, for Plan purposes, received
Incentive Compensation Award(s) granted in the form of
time-lapsed restricted stock award(s) and/or performance
shares under the KeyCorp Amended and Restated 1991 Equity
Compensation Plan with respect to any multi-year period, the
term Incentive Compensation Award shall also include those
Equity/Compensation Award(s) granted to the Participant under
the 2004 Equity Compensation Plan. An Equity/Compensation
Award shall be deemed to be for the year in which the
Equity/Compensation Award vests. If the Equity/Compensation
Award is in the form of Restricted Stock, Restricted Stock
Units, Performance Units or Performance Shares, the fair
market value of such shares as of the date of the
Equity/Compensation Award grant multiplied by the number of
vested shares as of the Participant's termination date shall
determine the value of such Incentive Compensation Award for
purposes of calculating the Participant's Supplemental Pension
Benefit under the provisions of Article III of the Plan.
Notwithstanding the foregoing provisions of this Section 2.1(n) hereof, in
calculating a Participant's Incentive Compensation Award for any 12 month
period, there shall be included only one award granted under the KeyCorp Amended
and Restated 1991 Equity Compensation Plan, the KeyCorp Chief Executive Officer
Plan, or Equity/Compensation Award under the KeyCorp 2004 Equity Compensation
Plan included for purposes of determining such Incentive Compensation Award for
such 12 month period.
3. Article II, Section 2.1(o) shall be amended to delete it in its
entirety and to substitute therefore the following:
"2.1(o) "INCENTIVE COMPENSATION PLAN" shall mean the KeyCorp
Management Incentive Compensation Plan, the KeyCorp Annual Incentive
Plan, the KeyCorp Short Term Incentive Compensation Plan, the
KeyCorp Long Term Incentive Compensation Plan, the KeyCorp Long Term
Incentive Plan, the KeyCorp Amended and Restated 1991 Equity
Compensation Plan, the KeyCorp Chief Executive Officer Plan, the
KeyCorp 2004 Equity Compensation Plan, and/or such other Employer or
KeyCorp-sponsored incentive compensation plan that KeyCorp in its
sole discretion determines constitutes an "Incentive Compensation
Plan" for purposes of this Section 2.1(m), as may be amended from
time to time."
4. Article III, Section 3.5 shall be amended to delete it in its
entirety and to substitute therefore the following:
"3.5 RECALCULATION AS A RESULT OF HARMFUL ACTIVITY. Notwithstanding
the foregoing provisions of Section 3.2 and Section 3.3 hereof, the
Corporation reserves the right at all times to recalculate a
Participant's Supplemental Pension Benefit, if it is determined that
within six months of the Participant's termination date the
Participant engaged in any Harmful Activity, as that term is defined
in accordance with Section 2.1(w) of the Plan, which resulted in the
forfeiture of all or any portion of the Participant's restricted
share award(s) under the KeyCorp Amended and Restated 1991 Equity
Compensation Plan or Equity/Compensation Awards granted under the
KeyCorp 2004 Equity Compensation Plan. Such recalculation shall
relate back to the Participant's original date of termination, and
any Supplemental Pension Benefit payment paid to the Participant in
excess of such recalculated Supplemental Pension Benefit amount
shall be offset against any future Supplemental Pension Benefit
payments to be paid to the Participant."
5. The amendment set forth in Paragraphs 1 through 4 shall be effective
as of September 16, 2004.
6. Except as otherwise amended herein, the Plan shall remain in full
force and effect.
IN WITNESS WHEREOF, KeyCorp has caused this Sixth Amendment to the Plan to
be executed by its duly authorized officer to be effective as of the sixteenth
day of September 2004.
KEYCORP
By: /s/ Thomas E. Helfrich
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Title: Executive Vice President